THESE TERMS
OF SERVICE (TERMS) CONSTITUTE A CONTRACT BETWEEN YOU AND
Wilson Software Development AND GOVERN USE OF AND ACCESS TO THE SERVICE AND SITE BY
YOU AND END-USERS WHETHER IN CONNECTION WITH A FREE TRIAL OR A PAID
SUBSCRIPTION TO THE SERVICE.

By accepting these Terms,
or by accessing or using the Service or Site, or authorizing or
permitting any End-User to access or use the Service, You
agree to be bound by these Terms. If You are entering into these
Terms on behalf of a company, organization or another legal entity
(an Entity), You are agreeing to these Terms for that Entity and
representing to Wilson Software Development that You have the authority to bind such
Entity and its affiliates to these Terms, in which case the terms
Subscriber, You, Your or related capitalized terms herein
shall refer to such Entity and its affiliates. If You do not have
such authority, or if You do not agree with these Terms, You must
not accept these Terms and may not use the Service.

1. DEFINITIONS

When used in these Terms
with the initial letters capitalized, in addition to terms defined
elsewhere in these Terms, the following terms have the following
meanings:

Account: means all Wilson Software Development accounts or instances created by or on behalf of Subscriber or its
End-Users within the Service.

End-User: means an individual
authorized to use the Service through Your Account as a user
and/or administrator as identified through a unique login.

API: means the application
programming interfaces developed and enabled by Wilson Software Development that permits Subscriber to access certain functionality provided by the
Service that enables the integration of an instance of the service with other web
applications.

Confidential Information:
means all information disclosed by You to Wilson Software Development or by Wilson Software Development to
You which is in tangible form and labeled confidential (or with
a similar legend) or which a reasonable person would understand to
be confidential given the nature of the information and
circumstances of disclosure. For purposes of these Terms, Your
Data shall be deemed Confidential Information. Notwithstanding the
foregoing, Confidential Information shall not include information
that (a) was already known to the receiving party at the time of
disclosure by the disclosing party; (b) was or is obtained by the
receiving party by a third party not known by the receiving party
to be under an obligation of confidentiality with respect to such
information; (c) is or becomes generally available to the public
other than by violation of these Terms; or (d) was or is
independently developed by the receiving party without use of the
disclosing partys Confidential Information.

Directive: means Directive
95/46/EC on the protection of individuals with regard to the
processing of personal data and on the free movement of such data.

Documentation: means any
written or electronic documentation, images, video, text or sounds
specifying the functionalities of the Service provided or made
available by Wilson Software Development to You or End-Users through the Site
or otherwise.

Form: means any Wilson Software Development generated service order form executed or approved by You with
respect to Your subscription to the Service, which form may
detail, among other things, the Service under Your subscription to the Service and the then currently calculated Service Plan applicable to Your subscription to the Service.

Other Services: means third
party products, applications, services, software, products,
networks, systems, directories, websites, databases and
information which the Service links to, or which You may connect
to or enable in conjunction with the Service, including, without
limitation, Other Services which may be integrated directly into
Your Wilson Software Development Service.

Personal Data: means any
information relating to an identified or identifiable natural
person; an identifiable person is one who can be identified,
directly or indirectly, in particular by reference to an
identification number or to one or more factors specific to his
physical, physiological, mental, economic, cultural or social
identity.

Processing/To Process:
means any operation or set of operations which is performed upon
personal data, whether or not by automatic means, such as
collection, recording, organization, storage, adaptation or
alteration, retrieval, consultation, use, disclosure by
transmission, dissemination or otherwise making available,
alignment or combination, blocking, erasure or destruction.

Service: means the
on-demand Wilson Software Development Website Portal and tools provided by
Wilson Software Development, including, individually and collectively, Software and any Documentation. Any new or modified features added to
or augmenting or otherwise modifying the Service or other updates,
modifications or enhancements to the Service (Updates) are also
subject to these Terms and Wilson Software Development reserves the right to deploy Updates at any time.

Service Plan: means the
service plan and the functionality and services associated
therewith (as detailed on your Subscription Invoice) for which You subscribe.

Site: means www.wilsonsdev.com
and other websites that Wilson Software Development operates.

Software: means software
provided by Wilson Software Development (either by download or access through the
internet) that allows an End-User to use any
functionality in connection with the Service.

Subscription Term: means
the period during which You have agreed to subscribe to the
Service with respect to any individual User.

Your Data: means all
electronic data, text, messages or other materials submitted to
the Service by You and End-Users in connection with Your
use of the Service, including, without limitation, Personal Data.

Wilson Software Development: means Wilson Software Development, LLC, a California Limited Liability Company or any of its successors or
assignees. In these Terms, Wilson Software Development, LLC may also be referred to through
the use of We or Our.

2. GENERAL CONDITIONS; ACCESS TO AND
USE OF THE SERVICE

2.1 During the Subscription
Term and subject to compliance by You and End Users with
these Terms, You have the limited right to access and use the
Service consistent with the Service Plan You subscribe to for Your
internal business purposes.

2.2 A high speed Internet
connection is required for proper transmission of the Service. You
are responsible for procuring and maintaining the network
connections that connect Your network to the Service, including,
but not limited to, browser software that supports protocols
used by Wilson Software Development, including Secure Socket Layer (SSL) protocol or
other protocols accepted by Wilson Software Development, and to follow procedures for
accessing services that support such protocols. We are not
responsible for notifying You or End Users of any
upgrades, fixes or enhancements to any such software or for any
compromise of data, including Your Data, transmitted across
computer networks or telecommunications facilities (including but
not limited to the Internet) which are not owned, operated or
controlled by Wilson Software Development. We assume no responsibility for the
reliability or performance of any connections as described in this
section.

2.3 You agree not to (a)
license, sublicense, sell, resell, rent, lease, transfer, assign,
distribute, time share or otherwise commercially exploit or make
the Service available to any third party, other than authorized
End Users in furtherance of Your internal business
purposes as expressly permitted by these Terms; (b) use the
Service to Process data on behalf of any third party other than
End Users; (c) modify, adapt, or hack the Service or
otherwise attempt to gain unauthorized access to the Service or
related systems or networks; (d) falsely imply any sponsorship or
association with Wilson Software Development, (e) use the Service in any unlawful
manner, including but not limited to violation of any persons
privacy rights; (f) use the Service to send unsolicited or
unauthorized junk mail, spam, pyramid schemes or other forms of
duplicative or unsolicited messages; (g) use the Service to store
or transmit files, materials, data, text, audio, video, images or
other content that infringes on any persons intellectual property
rights; (h) use the Service in any manner that interferes with or
disrupts the integrity or performance of the Service and its
components; (i) attempt to decipher, decompile, reverse engineer
or otherwise discover the source code of any software making up
the Service; (j) use the Service to knowingly post, transmit,
upload, link to, send or store any content that is unlawful,
racist, hateful, abusive, libelous, obscene, or discriminatory;
(k) use the Service to store or transmit any protected health
information as that term is defined in 45 C.F.R. 160.103; (l) use
the Service to knowingly post transmit, upload, link to, send or
store any viruses, malware, Trojan horses, time bombs, or any
other similar harmful software (Malicious Software); or (m) try
to use, or use the Service in violation of these Terms.

2.4 You are responsible for
compliance with the provisions of these Terms by End
Users and for any and all activities that occur under Your
Account, as well as for all Your Data. Without limiting the
foregoing, You are solely responsible for ensuring that use of the
Service to store and transmit Your Data is compliant with all
applicable laws and regulations. You also maintain all
responsibility for determining whether the Service or the
information generated thereby is accurate or sufficient for Your
purposes. Subject to any limitation on the number of individual
End Users available under the Service Plan for which You subscribed,
access to and use of the Service is restricted to the specified
number of individual End Users permitted under Your subscription to
the Service. You agree and acknowledge that each End-User will be
identified by a unique username and password (Login) and that an
End-User Login may only be used by one (1) individual. You will not
share an End-User Login among multiple individuals. You and Your End Users are responsible for maintaining the
confidentiality of all Login information for Your Account.

2.5 In addition to Our
rights as set forth in Section 8.4, Wilson Software Development reserves the right, in
Wilson Software Developments reasonable discretion, to temporarily suspend Your
access to and use of the Service: (a) during daily application downtime when provided for in your Service Plan; (b) during planned downtime for
upgrades and maintenance to the Service (of which Wilson Software Development will use
commercially reasonable efforts to notify You in advance (Planned Downtime); (c) during any unavailability caused
by circumstances beyond Our reasonable control, such as, but not
limited to, acts of God, acts of government, acts of terror or
civil unrest, technical failures beyond Our reasonable control
(including, without limitation, inability to access the Internet),
or acts undertaken by third parties, including without limitation,
distributed denial of service attacks; or (d) if We suspect or
detect any Malicious Software connected to Your Account or use of
the Service by You or End Users. We will use commercially
reasonable efforts to schedule Planned Downtime for weekends
(Pacific time zone) and other off-peak hours.

3. DATA PRIVACY AND SECURITY;
CONFIDENTIALITY

3.1 Subject to the express
permissions of these Terms, You and Wilson Sofware Development will protect each
others Confidential Information from unauthorized use, access or
disclosure in the same manner as each protects its own
Confidential Information, but with no less than reasonable care.
Except as otherwise expressly permitted pursuant to these Terms,
each of us may use each others Confidential Information solely to
exercise our respective rights and perform our respective
obligations under these Terms and shall disclose such Confidential
Information solely to those of our respective employees,
representatives and agents who have a need to know such
Confidential Information for such purposes and who are bound to
maintain the confidentiality of, and not misuse, such Confidential
Information. The provisions of this Section 3 shall supersede any
non-disclosure agreement by and between You and Wilson Sofware Development entered
prior to these Terms that would purport to address the
confidentiality of Your Data and such agreement shall have no
further force or effect with respect to Your Data.

3.2 Wilson Sofware Development will maintain
commercially reasonable administrative, physical and technical
safeguards to protect the security, confidentiality and integrity
of Your Data. These safeguards include encryption of Your Data in
transmission (using SSL or similar technologies), except for
certain Other Services that do not support encryption, which You
may link to through Service at Your election. Our compliance with
the provisions of this Section 3.2 shall be deemed compliance with
Our obligations to protect Your Data as set forth in Section 3.1.

3.3 You agree that Wilson Sofware Development
and the service providers We use to assist in providing the
Service to You shall have the right to access Your Account and to
use, modify, reproduce, distribute, display and disclose Your Data
solely to the extent necessary to provide the Service, including,
without limitation, in response to Your support requests. Any
third party service providers We utilize will only be given access
to Your Account and Your Data as is reasonably necessary to
provide the Service and will be subject to confidentiality
obligations.

Wilson Sofware Development may also access or
disclose information about You, Your Account or End Users,
including Your Data, in order to (a) comply with the law or
respond to lawful requests or legal process; (b) protect Wilson Sofware Developments
or its customers or partners rights or property, including
enforcement of these Terms or other policies associated with the
Service; (c) act on a good faith belief that such disclosure is
necessary to protect personal safety or avoid violation of
applicable law or regulation.

3.4 We collect certain
information about You and End Users as well as Your and
their respective devices, computers and use of the Service. We
use, disclose, and protect this information as described in Our
Privacy Policy, the then-current version of which is available atwww.wilsonsdev.com/privacyand is incorporated
into the Terms.

To the extent Wilson Sofware Development
Processes any Personal Data on Your behalf in connection with use
of the Service by You, Your End-Users, Wilson Sofware Development and
You hereby agree that You shall be deemed to be the data
controller and Wilson Sofware Development shall be deemed to be the data processor as
those terms are understood under the Directive (and any applicable
national legislation implementing the Directive). By utilizing the
Service, You consent, on behalf of You and Your End-Users (and represent that you have the authority to consent on
behalf of Your End-Users) to the Processing of Your
Data, including, without limitation, any Personal Data, within Wilson Sofware Development and to other authorized service providers pursuant
to these Terms and our Privacy Policy within the United States and in other countries and territories.

Your Data is currently
hosted by Wilson Software Development or its contracted service providers in data
centers located in the United States. If Your principal location is within the United States, we will use commercially reasonable
efforts to notify You at least thirty (30) days before our
election to host Personal Data provided to Wilson Software Development in connection
with use of the Service in data centers located outside the United States. If You are entitled
to this notice and do not wish to have Your Personal Data hosted
in data centers located in such other country or territory, You
may terminate Your Subscription and Your Account with immediate
effect upon written notice to Wilson Software Development within 30 days or Your
receipt of such notice. For avoidance of doubt, the foregoing
shall not, in any event, be deemed to limit any other manner of
Processing of such Personal Data within Wilson Software Development or to
authorized service providers whether in the United States or elsewhere.

4. INTELLECTUAL PROPERTY RIGHTS

Each of us shall maintain
all rights, title and interest in and to all our respective
patents, inventions, copyrights, trademarks, domain names, trade
secrets, know-how and any other intellectual property and/or
proprietary rights (collectively, Intellectual Property Rights).
The rights granted to You and End Users to use the Service
under these Terms do not convey any additional rights in the
Service, or in any Intellectual Property Rights associated
therewith. Subject only to limited rights to access and use the
Service as expressly herein, all rights, title and interest in and
to the Service and all hardware, software and other components of
or used to provide the Service, including all related intellectual
property rights, will remain with and belong exclusively to
Wilson Software Development. Wilson Software Development shall have a royalty-free, worldwide,
transferable, sub-licensable, irrevocable and perpetual license to
incorporate into the Service or otherwise use any suggestions,
enhancement requests, recommendations or other feedback We receive
from You or End Users. Wilson Software Development, and Wilson Software Developments other
product and service names, and logos used or displayed on the
Service are registered or unregistered trademarks of Wilson Software Development
(collectively, Marks), and You may only use such Marks to
identify You as a Subscriber; provided You do not attempt, now or
in the future, to claim any rights in the Marks, degrade the
distinctiveness of the Marks, or use the Marks to disparage or
misrepresent Wilson Software Development, its services or products.

5. THIRD PARTY SERVICES

If You decide to enable,
access or use Other Services, be advised that Your access and use
of such Other Services is governed solely by the terms and
conditions of such Other Services, and We do not endorse, are not
responsible or liable for, and make no representations as to any
aspect of such Other Services, including, without limitation,
their content or the manner in which they handle data (including
Your Data) or any interaction between You and the provider of such
Other Services. You irrevocably waive any claim against Wilson Software Development
with respect to such Other Services. Wilson Software Development is not liable for any
damage or loss caused or alleged to be caused by or in connection
with Your enablement, access or use of any such Other Services, or
Your reliance on the privacy practices, data security processes or
other policies of such Other Services. You may be required to
register for or log into such Other Services on their respective
websites. By enabling any Other Services, You are expressly
permitting Wilson Software Development to disclose Your Login as well as Your Data as
necessary to facilitate the use or enablement of such Other
Service.

7. BILLING, SERVICE PLAN DETERMINATION AND
PAYMENTS

7.1 Unless otherwise
indicated on a Form referencing these Terms and subject to Section
7.2, all charges associated with Your access to and use of the
Service (Subscription Charges) are due in full upon conclusion
of Your Subscription Term. If You fail to pay Your Subscription
Charges or charges for other services indicated on any Form
referencing these Terms within five (5) business days of Our
notice to You that payment is due or delinquent, or if You do not
update payment information upon Our request, in addition to Our
other remedies, We may suspend or terminate access to and use of
the Service by You and End Users.

7.2 Your Service Plan is automatically calculated at the conclusion of Your Subscription Term. All Fees and Charges for Subscription Term are automatically charged to Your Account and due and payable upon conclusion of Subscription Term.

7.3 No refunds or credits
for Subscription Charges or other fees or payments will be
provided to You. There are no Upgrade/Downgrade choices available with Your Subscription Term. Wilson Software Development reserves the right to contact You about special pricing if You maintain an exceptionally high number of End Users, an unusually
high monthly bandwidth useage ratio per Order, an unusually high level of
new orders or other excessive stress on the Service.

7.4 Unless otherwise
stated, Our charges do not include any taxes, levies, duties or
similar governmental assessments, including value-added, sales,
use or withholding taxes assessable by any local, state,
provincial or foreign jurisdiction (collectively Taxes). You are
responsible for paying Taxes except those assessable against
Wilson Software Development based on its income. We will invoice You for such Taxes if
We believe We have a legal obligation to do so and You agree to
pay such Taxes if so invoiced.

7.5 If You pay by credit
card, the Service may provide an interface for the account owner to
change credit card information (e.g. upon card renewal). The
Account owner will receive a receipt upon each receipt of payment
by Wilson Software Development, or they may obtain a receipt from within the Service
to track subscription status. You hereby authorize Wilson Software Development to bill
Your credit card or other payment instrument on a
periodic basis in accordance with the terms of the Subscription and periodically calculated Service Plan until you terminate your Subscription, and you further agree to
pay any Subscription Charges so incurred. Wilson Software Development uses a
third-party intermediary to manage credit card processing and this
intermediary is not permitted to store, retain or use Your billing
information except to process Your credit card information for
Wilson Software Development.

8. CANCELLATION AND TERMINATION

8.1 Either You or Wilson Software Development
may elect to terminate Your Account and subscription to the
Service as of the end of your then current Subscription Term by
providing notice, in accordance with these Terms, on or prior to
the date thirty (30) days preceding the end of such Subscription
Term. Unless Your Account and subscription to the Service is so
terminated, Your subscription to the Service will renew for a
Subscription Term equivalent in length to the then expiring
Subscription Term. Unless otherwise provided for in any Form, the
Subscription Charges applicable to Your subscription to the
Service for any such subsequent Subscription Term shall be Our
standard Subscription Charges for the Service Plan to which You
are calculated to fall under as of the time such subsequent Subscription Term
concludes.

8.2 No refunds or credits
for Subscription Charges or other fees or payments will be
provided to You if You elect to terminate Your subscription to the
Service or cancel Your Account prior to the end of Your then
effective Subscription Term. Following the termination or
cancellation of Your subscription to the Service and/or Account,
We reserve the right to delete all Your Data in the normal course
of operation. Your Data cannot be recovered once Your Account is
cancelled.

8.3 If You terminate Your
subscription to the Service or cancel Your Account prior to the
end of Your then effective Subscription Term or We effect such
termination or cancellation pursuant to Section 2.5(c) or 8.4, in
addition to other amounts You may owe Wilson Software Development, You must
immediately pay any then unpaid Subscription Charges associated
with the remainder of such Subscription Term. This amount will not
be payable by You in the event You terminate Your subscription to
the Service or cancel Your Account as a result of a material
breach of these Terms by Wilson Software Development, provided that You provide
advance notice of such breach to Wilson Software Development and afford Wilson Software Development not
less than thirty (30) days to reasonably cure such breach.

8.4 Wilson Software Development reserves the
right to modify, suspend or terminate the Service (or any part
thereof), Your Account or Your and/or End Users rights
to access and use the Service, and remove, disable and discard any
of Your Data if We believe that You or End Users have
violated these Terms. Unless legally prohibited from doing so, Wilson Software Development will use
commercially reasonable efforts to contact You directly via email
to notify You when taking any of the foregoing actions. Wilson Software Development
shall not be liable to You, End Users or any other third
party for any such modification, suspension or discontinuation of
Your rights to access and use the Service. Any suspected
fraudulent, abusive, or illegal activity by You, End
Users may be referred to law enforcement authorities at Our sole
discretion.

9. DISCLAIMER OF WARRANTIES

THE SITE AND THE SERVICE,
INCLUDING ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN AS
IS AND AS AVAILABLE BASIS, WITHOUT ANY WARRANTIES OF ANY KIND
TO THE FULLEST EXTENT PERMITTED BY LAW, AND WILSON SOFTWARE DEVELOPMENT EXPRESSLY
DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND
NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT WILSON SOFTWARE DEVELOPMENT DOES NOT WARRANT
THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE
OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, AND NO
INFORMATION OR ADVICE OBTAINED BY YOU FROM WILSON SOFTWARE DEVELOPMENT OR THROUGH THE
SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE
TERMS.

10. LIMITATION OF LIABILITY

10.1 UNDER NO CIRCUMSTANCES
AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE
OR OTHERWISE) WILL EITHER PARTY TO THESE TERMS, OR THEIR
AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS OR
LICENSORS BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY
INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE
OR OTHER SIMILAR DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR
BUSINESS, LOST DATA, BUSINESS INTERRUPTION OR ANY OTHER LOSS
INCURRED BY SUCH PARTY OR THIRD PARTY IN CONNECTION WITH THESE
TERMS OR THE SERVICE, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.

10.2 NOTWITHSTANDING
ANYTHING TO THE CONTRARY IN THESE TERMS, WILSON SOFTWARE DEVELOPMENTS AGGREGATE
LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF THESE TERMS OR
OTHERWISE IN CONNECTION WITH ANY SUBSCRIPTION TO, OR USE OR
EMPLOYMENT OF THE SERVICE, SHALL IN NO EVENT EXCEED THE
SUBSCRIPTION CHARGES PAID BY YOU DURING THE TWELVE (12) MONTHS
PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH
LIABILITY. YOU ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF
THIS SECTION 10.2 IS TO ALLOCATE THE RISKS UNDER THESE TERMS
BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE
SUBSCRIPTION CHARGES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER
IF WILSON SOFTWARE DEVELOPMENT WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET
FORTH HEREIN. WILSON SOFTWARE DEVELOPMENT HAS RELIED ON THESE LIMITATIONS IN
DETERMINING WHETHER TO PROVIDE YOU THE RIGHTS TO ACCESS AND USE
THE SERVICE PROVIDED FOR IN THESE TERMS.

10.3 Some jurisdictions do
not allow the exclusion of implied warranties or limitation of
liability for incidental or consequential damages, which means
that some of the above limitations may not apply to You. IN THESE
JURISDICTIONS, WILSON SOFTWARE DEVELOPMENTS LIABILITY WILL BE LIMITED TO THE GREATEST
EXTENT PERMITTED BY LAW.

11. INDEMNIFICATION

11.1 Wilson Software Development will indemnify
and hold You harmless, from and against any claim against You by
reason of Your use of the Service as permitted hereunder, brought
by a third party alleging that the Service infringes or
misappropriates a third partys valid patent, copyright, trademark
or trade secret (an IP Claim). Wilson Software Development shall, at its expense,
defend such IP Claim and pay damages finally awarded against You
in connection therewith, including the reasonable fees and
expenses of the attorneys engaged by Wilson Software Development for such defense,
provided that (a) You promptly notify Wilson Software Development of the threat or
notice of such IP Claim, (b) Wilson Software Development will have the sole and
exclusive control and authority to select defense attorneys,
defend and/or settle any such IP Claim, and (c) You fully
cooperate with Wilson Software Development in connection therewith. If use of the
Service by You or End Users has become, or in Wilson Software Developments
opinion is likely to become, the subject of any such IP Claim,
Wilson Software Development may at its option and expense (a) procure for You the
right to continue using the Service as set forth hereunder; (b)
replace or modify the Service to make it non-infringing; or (c) if
options (a) or (b) are not commercially and reasonably practicable
as determined by Wilson Software Development, terminate Your subscription to the
Service and repay You, on a pro-rated basis, any Subscription
Charges previously paid to Wilson Software Development for the corresponding unused
portion of Your Subscription Term. Wilson Software Development will have no liability
or obligation under this Section 11.1 with respect to any IP Claim
if such claim is caused in whole or in part by (i) compliance with
designs, data, instructions or specifications provided by You;
(ii) modification of the Service by anyone other than Wilson Software Development; or
(iii) the combination, operation or use of the Service with other
hardware or software where the Service would not by itself be
infringing.

The provisions of this
Section 11.1 state the sole, exclusive and entire liability of
Wilson Software Development to You and constitute Your sole remedy with respect to an
IP Claim brought by reason of access to or use of the Service by
You or End Users.

11.2 You will indemnify and
hold Wilson Software Development harmless against any claim brought by a third party
against Wilson Software Development arising from or related to use of the Service by
You or End Users in breach of these Terms or matters which
You have expressly agreed to be responsible pursuant to these
Terms; provided that Wilson Software Development promptly notifies You of the threat
or notice of such a claim.

12. ASSIGNMENT; ENTIRE AGREEMENT;
REVISIONS

12.1 You may not, directly
or indirectly, by operation of law or otherwise, assign all or any
part of these Terms or Your rights under these Terms or delegate
performance of Your duties under these Terms without Wilson Software Developments
prior consent, which consent will not be unreasonably withheld. We
may, without Your consent, assign Our agreement with You to any
member of Wilson Software Development or in connection with any merger or
change of control of Wilson Software Development or the sale of all or substantially
all of Our assets provided that any such successor agrees to
fulfill its obligations pursuant to these Terms. Subject to the
foregoing restrictions, these Terms will be fully binding upon,
inure to the benefit of and be enforceable by the parties and
their respective successors and assigns.

12.2 These Terms, together
with any Form(s), constitute the entire agreement, and supersede
any and all prior agreements between You and Wilson Software Development with regard
to the subject matter hereof. These Terms and any Form(s) shall
apply in lieu of the terms or conditions in any purchase order or
other order documentation You or any Entity which you represent
provides (all such terms or conditions being null and void), and,
except as expressly stated herein, there are no other agreements,
representations, warranties, or commitments which may be relied
upon by either party with respect to the subject matter hereof.
Notwithstanding the foregoing, additional terms may apply to
certain features or functionality Wilson Software Development offers through the
Service (the “Additional Terms”). In those instances, We will
notify You of such Additional Terms prior to the activation of
these features or functionality and the activation of these
features or functionality in Your Account will be considered
acceptance of the Additional Terms. All such Additional Terms will
be considered incorporated into these Terms when You or any End-User
designated as an administrator on your Account activates the
feature or functionality. Where theres a conflict between these
Terms and the Additional Terms, the Additional Terms will control.

12.3 We may amend these
Terms from time to time, in which case the new Terms will
supersede prior versions. We will notify You not less than ten
(10) days prior to the effective date of any such amendment and
Your continued use of the Service following the effective date of
any such amendment may be relied upon by Wilson Software Development as Your consent
to any such amendment. Wilson Software Developments failure to enforce at any time
any provision of these Terms does not constitute a waiver of that
provision or of any other provision of the Terms.

13. SEVERABILITY

If any provision in these
Terms is held by a court of competent jurisdiction to be
unenforceable, such provision shall be modified by the court and
interpreted so as to best accomplish the original provision to the
fullest extent permitted by law, and the remaining provisions of
these Terms shall remain in effect.

14. EXPORT COMPLIANCE AND USE
RESTRICTIONS

The Service and other
Software or components of the Service which Wilson Software Development may provide or
make available to You or End Users may be subject to U.S.
export control and economic sanctions laws. You agree to comply
with all such laws and regulations as they relate to access to and
use of the Service, Software and such other components by You and End Users. You shall not access or use the Service if
You are located in any jurisdiction in which the provision of the
Service, Software or other components is prohibited under U.S. or
other applicable laws or regulations (a Prohibited Jurisdiction)
and You shall not provide access to the Service to any government,
entity or individual located in any Prohibited Jurisdiction. You
represent, warrant and covenant that (i) You are not named on any
U.S. government list of persons or entities prohibited from
receiving U.S. exports, or transacting with any U.S. person, (ii)
You are not a national of, or a company registered in, any
Prohibited Jurisdiction, (iii) You shall not permit End
Users to access or use the Service in violation of any U.S. or
other applicable export embargoes, prohibitions or restrictions,
and (iv) You shall comply with all applicable laws regarding the
transmission of technical data exported from the United States and
the country in which You and End Users are located.

15. RELATIONSHIP OF THE PARTIES

The parties are independent
contractors. These Terms do not create a partnership, franchise,
joint venture, agency, fiduciary or employment relationship among
the parties.

16. SURVIVAL

Sections 1, 3, 4 and 9-19
shall survive any termination of our agreement with respect to use
of the Service by You or End Users. Termination of such
agreement shall not limit Your or Wilson Software Developments liability for
obligations accrued as of or prior to such termination or for any
breach of these Terms.

17. NOTICE

All notices to be provided
by Wilson Software Development to You under these Terms may be delivered in writing
(i) by nationally recognized overnight delivery service
(Courier) or US mail to the contact mailing address provided by
You on any Form; or (ii) electronic mail to the electronic mail
address provided for Your Account owner. You must give notice to
us in writing by Courier or US Mail to the following address:
Wilson Software Development, LLC, Attn: Legal Department, PO Box 578042, Modesto, CA 95357 USA. All notices shall be deemed to have
been given immediately upon delivery by electronic mail, or if
otherwise delivered upon receipt or, if earlier, two (2) business
days after being deposited in the mail or with a Courier as
permitted above.

18. GOVERNING LAW

These Terms shall be
governed by the laws of the State of California without regard to
conflict of laws principles. You hereby expressly agree to submit
to the exclusive personal jurisdiction of the federal and state
courts of the State of California, Stanislaus County, for the
purpose of resolving any dispute relating to the Terms or access
to or use of the Service by You or End Users.

19. FEDERAL GOVERNMENT END USE
PROVISIONS

If You are a U.S. federal
government department or agency or contracting on behalf of such
department or agency, this Service is a Commercial Item as that
term is defined at 48 C.F.R. §2.101, consisting of
Commercial Computer Software and Commercial Computer Software
Documentation, as those terms are used in 48 C.F.R. §12.212
or 48 C.F.R. §227.7202. Consistent with 48 C.F.R.
§12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as
applicable, this Service is licensed to You with only those rights
as provided under the terms and conditions of these Terms.